Exhibit
      4.5


    
      

      

    

     

    GUARANTEE
      AGREEMENT

    


    by
      and between

    


    WILSHIRE
      BANCORP, INC.

    


    and

    


    U.S.
      BANK NATIONAL ASSOCIATION

    


    Dated
      as of December 17, 2003

    


    
      

      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      GUARANTEE
        AGREEMENT

       

      This
        GUARANTEE AGREEMENT (this “Guarantee”), dated as of December 17, 2003, is
        executed and delivered by Wilshire Bancorp, Inc., a California corporation
        (the
“Guarantor”), and U.S. Bank National Association, a national banking
        association, organized under the laws of the United States of America, as
        trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined
        herein) from time to time of the Capital Securities (as defined herein) of
        Wilshire Statutory Trust I, a Connecticut statutory trust (the
“Issuer”).

       

      WHEREAS,
        pursuant to an Amended and Restated Declaration of Trust (the “Declaration”),
        dated as of the date hereof among U.S. Bank National Association, not in
        its
        individual capacity but solely as institutional trustee, the administrators
        of
        the Issuer named therein, the Guarantor, as sponsor, and the holders from
        time
        to time of undivided beneficial interests in the assets of the Issuer, the
        Issuer is issuing on the date hereof those undivided beneficial interests,
        having an aggregate liquidation amount of $15,000,000.00 (the “Capital
        Securities”); and

       

      WHEREAS,
        as incentive for the Holders to purchase the Capital Securities, the Guarantor
        desires irrevocably and unconditionally to agree, to the extent set forth
        in
        this Guarantee, to pay to the Holders of Capital Securities the Guarantee
        Payments (as defined herein) and to make certain other payments on the terms
        and
        conditions set forth herein; 

       

      NOW,
        THEREFORE, in consideration of the purchase by each Holder of the Capital
        Securities, which purchase the Guarantor hereby agrees shall benefit the
        Guarantor, the Guarantor executes and delivers this Guarantee for the benefit
        of
        the Holders.

       

      ARTICLE
        I

       

      DEFINITIONS
        AND INTERPRETATION

       

      Section
        1.1. Definitions
        and Interpretation.  In
        this
        Guarantee, unless the context otherwise requires:

       

      (a) capitalized
        terms used in this Guarantee but not defined in the preamble above have the
        respective meanings assigned to them in this Section 1.1;

       

      (b) a
        term
        defined anywhere in this Guarantee has the same meaning throughout;

       

      (c) all
        references to “the Guarantee” or “this Guarantee” are to this Guarantee as
        modified, supplemented or amended from time to time;

       

      (d) all
        references in this Guarantee to “Articles” or “Sections” are to Articles or
        Sections of this Guarantee, unless otherwise specified;

       

      (e) terms
        defined in the Declaration as at the date of execution of this Guarantee
        have
        the same meanings when used in this Guarantee, unless otherwise defined in
        this
        Guarantee or unless the context otherwise requires; and

       

      (f) a
        reference to the singular includes the plural and vice versa.

       

      “Affiliate”
has
        the
        same meaning as given to that term in Rule 405 of the Securities Act of
        1933, as amended, or any successor rule thereunder.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Beneficiaries”
means
        any Person to whom the Issuer is or hereafter becomes indebted or
        liable.

       

      “Capital
        Securities”
has
        the
        meaning set forth in the recitals to this Guarantee.

       

      “Common
        Securities”
means
        the common securities issued by the Issuer to the Guarantor pursuant to the
        Declaration.

       

      “Corporate
        Trust Office”
means
        the office of the Guarantee Trustee at which the corporate trust business
        of the
        Guarantee Trustee shall, at any particular time, be principally administered,
        which office at the date of execution of this Guarantee is located at 225
        Asylum
        Street, Goodwin Square, Hartford, Connecticut 06103.

       

      “Covered
        Person”
means
        any Holder of Capital Securities.

       

      “Debentures”
means
        the debt securities of the Guarantor designated the Floating Rate Junior
        Subordinated Deferrable Interest Debentures due 2033 held by the Institutional
        Trustee (as defined in the Declaration) of the Issuer.

       

      “Declaration
        Event of Default”
means
        an “Event of Default” as defined in the Declaration.

       

      “Event
        of Default”
has
        the
        meaning set forth in Section 2.4(a).

       

      “Guarantee
        Payments”
means
        the following payments or distributions, without duplication, with respect
        to
        the Capital Securities, to the extent not paid or made by the Issuer:
        (i) any accrued and unpaid Distributions (as defined in the
        Declaration) which are required to be paid on such Capital Securities to
        the extent the Issuer shall have funds available therefor, (ii) the
        Redemption Price to the extent the Issuer has funds available therefor, with
        respect to any Capital Securities called for redemption by the Issuer,
        (iii) the Special Redemption Price to the extent the Issuer has funds
        available therefor, with respect to Capital Securities redeemed upon the
        occurrence of a Special Event, and (iv) upon a voluntary or involuntary
        liquidation, dissolution, winding-up or termination of the Issuer (other
        than in
        connection with the distribution of Debentures to the Holders of the Capital
        Securities in exchange therefor as provided in the Declaration), the lesser
        of
        (a) the aggregate of the liquidation amount and all accrued and unpaid
        Distributions on the Capital Securities to the date of payment, to the extent
        the Issuer shall have funds available therefor, and (b) the amount of
        assets of the Issuer remaining available for distribution to Holders in
        liquidation of the Issuer (in either case, the “Liquidation
        Distribution”).

       

      “Guarantee
        Trustee”
means
        U.S. Bank National Association, until a Successor Guarantee Trustee has been
        appointed and has accepted such appointment pursuant to the terms of this
        Guarantee and thereafter means each such Successor Guarantee
        Trustee.

       

      “Guarantor”
means
        Wilshire Bancorp, Inc. and each of its successors and assigns.

       

      “Holder”
means
        any holder, as registered on the books and records of the Issuer, of any
        Capital
        Securities; provided,
        however,
        that,
        in determining whether the Holders of the requisite percentage of Capital
        Securities have given any request, notice, consent or waiver hereunder, “Holder”
shall not include the Guarantor or any Affiliate of the Guarantor.

       

      “Indemnified
        Person”
means
        the Guarantee Trustee, any Affiliate of the Guarantee Trustee, or any officers,
        directors, shareholders, members, partners, employees, representatives,
        nominees, custodians or agents of the Guarantee Trustee.

       

      
        
          
          

        

        
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      “Indenture”
means
        the Indenture dated as of the date hereof between the Guarantor and U.S.
        Bank
        National Association, not in its individual capacity but solely as trustee,
        and
        any indenture supplemental thereto pursuant to which the Debentures are to
        be
        issued to the institutional trustee of the Issuer.

       

      “Issuer”
has
        the
        meaning set forth in the opening paragraph to this Guarantee.

       

      “Liquidation
        Distribution”
has
        the
        meaning set forth in the definition of “Guarantee Payments” herein.

       

      “Majority
        in liquidation amount of the Capital Securities”
means
        Holder(s) of outstanding Capital Securities, voting together as a class,
        but
        separately from the holders of Common Securities, of more than 50% of the
        aggregate liquidation amount (including the stated amount that would be paid
        on
        redemption, liquidation or otherwise, plus accrued and unpaid Distributions
        to
        the date upon which the voting percentages are determined) of all Capital
        Securities then outstanding.

       

      “Obligations”
means
        any costs, expenses or liabilities (but not including liabilities related
        to
        taxes) of the Issuer other than obligations of the Issuer to pay to holders
        of
        any Trust Securities the amounts due such holders pursuant to the terms of
        the
        Trust Securities.

       

      “Officer’s
        Certificate”
means,
        with respect to any Person, a certificate signed by one Authorized Officer
        of
        such Person. Any Officer’s Certificate delivered with respect to compliance with
        a condition or covenant provided for in this Guarantee shall
        include:

       

      (a) a
        statement that the officer signing the Officer’s Certificate has read the
        covenant or condition and the definitions relating thereto;

       

      (b) a
        brief
        statement of the nature and scope of the examination or investigation undertaken
        by the officer in rendering the Officer’s Certificate;

       

      (c) a
        statement that the officer has made such examination or investigation as,
        in
        such officer’s opinion, is necessary to enable such officer to express an
        informed opinion as to whether or not such covenant or condition has been
        complied with; and

       

      (d) a
        statement as to whether, in the opinion of the officer, such condition or
        covenant has been complied with.

       

      “Person”
means
        a
        legal person, including any individual, corporation, estate, partnership,
        joint
        venture, association, joint stock company, limited liability company, trust,
        unincorporated association, or government or any agency or political subdivision
        thereof, or any other entity of whatever nature.

       

      “Redemption
        Price”
has
        the
        meaning set forth in the Indenture.

       

      “Responsible
        Officer”
means,
        with respect to the Guarantee Trustee, any officer within the Corporate Trust
        Office of the Guarantee Trustee including any Vice President, Assistant Vice
        President, Secretary, Assistant Secretary or any other officer of the Guarantee
        Trustee customarily performing functions similar to those performed by any
        of
        the above designated officers and also, with respect to a particular corporate
        trust matter, any other officer to whom such matter is referred because of
        that
        officer’s knowledge of and familiarity with the particular subject.

       

      “Special
        Event”
has
        the
        meaning set forth in the Indenture.

       

      
        
          
          

        

        
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      “Special
        Redemption Price”
has
        the
        meaning set forth in the Indenture.

       

      “Successor
        Guarantee Trustee”
means
        a
        successor Guarantee Trustee possessing the qualifications to act as Guarantee
        Trustee under Section 3.1.

       

      “Trust
        Securities”
means
        the Common Securities and the Capital Securities.

       

      ARTICLE
        II


       

      POWERS,
        DUTIES AND RIGHTS OF

      GUARANTEE
        TRUSTEE

       

      Section
        2.1. Powers
        and Duties of the Guarantee Trustee.

       

      (a) This
        Guarantee shall be held by the Guarantee Trustee for the benefit of the Holders
        of the Capital Securities, and the Guarantee Trustee shall not transfer this
        Guarantee to any Person except a Holder of Capital Securities exercising
        his or
        her rights pursuant to Section 4.4(b) or to a Successor Guarantee Trustee
        on
        acceptance by such Successor Guarantee Trustee of its appointment to act
        as
        Successor Guarantee Trustee. The right, title and interest of the Guarantee
        Trustee shall automatically vest in any Successor Guarantee Trustee, and
        such
        vesting and cessation of title shall be effective whether or not conveyancing
        documents have been executed and delivered pursuant to the appointment of
        such
        Successor Guarantee Trustee.

       

      (b) If
        an
        Event of Default actually known to a Responsible Officer of the Guarantee
        Trustee has occurred and is continuing, the Guarantee Trustee shall enforce
        this
        Guarantee for the benefit of the Holders of the Capital Securities.

       

      (c) The
        Guarantee Trustee, before the occurrence of any Event of Default and after
        curing all Events of Default that may have occurred, shall undertake to perform
        only such duties as are specifically set forth in this Guarantee, and no
        implied
        covenants shall be read into this Guarantee against the Guarantee Trustee.
        In
        case an Event of Default has occurred (that has not been waived pursuant
        to
        Section 2.4) and is actually known to a Responsible Officer of the
        Guarantee Trustee, the Guarantee Trustee shall exercise such of the rights
        and
        powers vested in it by this Guarantee, and use the same degree of care and
        skill
        in its exercise thereof, as a prudent person would exercise or use under
        the
        circumstances in the conduct of his or her own affairs.

       

      (d) No
        provision of this Guarantee shall be construed to relieve the Guarantee Trustee
        from liability for its own negligent action, its own negligent failure to
        act,
        or its own willful misconduct, except that:

       

      (i) prior
        to
        the occurrence of any Event of Default and after the curing or waiving of
        all
        such Events of Default that may have occurred:

       

      (A) the
        duties and obligations of the Guarantee Trustee shall be determined solely
        by
        the express provisions of this Guarantee, and the Guarantee Trustee shall
        not be
        liable except for the performance of such duties and obligations as are
        specifically set forth in this Guarantee, and no implied covenants or
        obligations shall be read into this Guarantee against the Guarantee Trustee;
        and

       

      (B) in
        the
        absence of bad faith on the part of the Guarantee Trustee, the Guarantee
        Trustee
        may conclusively rely, as to the truth of the statements and the correctness
        of
        the opinions expressed therein, upon any certificates or opinions furnished
        to
        the Guarantee Trustee and conforming to the requirements of this Guarantee;
        but
        in the case of any such certificates or opinions that by any provision hereof
        are specifically required to be furnished to the Guarantee Trustee, the
        Guarantee Trustee shall be under a duty to examine the same to determine
        whether
        or not they conform to the requirements of this Guarantee;

       

      
        
          
          

        

        
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      (ii) the
        Guarantee Trustee shall not be liable for any error of judgment made in good
        faith by a Responsible Officer of the Guarantee Trustee, unless it shall
        be
        proved that such Responsible Officer of the Guarantee Trustee or the Guarantee
        Trustee was negligent in ascertaining the pertinent facts upon which such
        judgment was made;

       

      (iii) the
        Guarantee Trustee shall not be liable with respect to any action taken or
        omitted to be taken by it in good faith in accordance with the written direction
        of the Holders of not less than a Majority in liquidation amount of the Capital
        Securities relating to the time, method and place of conducting any proceeding
        for any remedy available to the Guarantee Trustee, or relating to the exercise
        of any trust or power conferred upon the Guarantee Trustee under this Guarantee;
        and

       

      (iv) no
        provision of this Guarantee shall require the Guarantee Trustee to expend
        or
        risk its own funds or otherwise incur personal financial liability in the
        performance of any of its duties or in the exercise of any of its rights
        or
        powers, if the Guarantee Trustee shall have reasonable grounds for believing
        that the repayment of such funds is not reasonably assured to it under the
        terms
        of this Guarantee or security and indemnity, reasonably satisfactory to the
        Guarantee Trustee, against such risk or liability is not reasonably assured
        to
        it.

       

      Section
        2.2. Certain
        Rights of Guarantee Trustee.

       

      (a) Subject
        to the provisions of Section 2.1:

       

      (i) The
        Guarantee Trustee may conclusively rely, and shall be fully protected in
        acting
        or refraining from acting upon, any resolution, certificate, statement,
        instrument, opinion, report, notice, request, direction, consent, order,
        bond,
        debenture, note, other evidence of indebtedness or other paper or document
        believed by it to be genuine and to have been signed, sent or presented by
        the
        proper party or parties.

       

      (ii) Any
        direction or act of the Guarantor contemplated by this Guarantee shall be
        sufficiently evidenced by an Officer’s Certificate.

       

      (iii) Whenever,
        in the administration of this Guarantee, the Guarantee Trustee shall deem
        it
        desirable that a matter be proved or established before taking, suffering
        or
        omitting any action hereunder, the Guarantee Trustee (unless other evidence
        is
        herein specifically prescribed) may, in the absence of bad faith on its part,
        request and conclusively rely upon an Officer’s Certificate of the Guarantor
        which, upon receipt of such request, shall be promptly delivered by the
        Guarantor.

       

      (iv) The
        Guarantee Trustee shall have no duty to see to any recording, filing or
        registration of any instrument (or any re-recording, refiling or re-registration
        thereof).

       

      (v) The
        Guarantee Trustee may consult with counsel of its selection, and the advice
        or
        opinion of such counsel with respect to legal matters shall be full and complete
        authorization and protection in respect of any action taken, suffered or
        omitted
        by it hereunder in good faith and in accordance with such advice or opinion.
        Such counsel may be counsel to the Guarantor or any of its Affiliates and
        may
        include any of its employees. The Guarantee Trustee shall have the right
        at any
        time to seek instructions concerning the administration of this Guarantee
        from
        any court of competent jurisdiction.

       

      
        
          
          

        

        
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      (vi) The
        Guarantee Trustee shall be under no obligation to exercise any of the rights
        or
        powers vested in it by this Guarantee at the request or direction of any
        Holder,
        unless such Holder shall have provided to the Guarantee Trustee such security
        and indemnity, reasonably satisfactory to the Guarantee Trustee, against
        the
        costs, expenses (including attorneys’ fees and expenses and the expenses of the
        Guarantee Trustee’s agents, nominees or custodians) and liabilities that might
        be incurred by it in complying with such request or direction, including
        such
        reasonable advances as may be requested by the Guarantee Trustee; provided,
        however,
        that
        nothing contained in this Section 2.2(a)(vi) shall relieve the Guarantee
        Trustee, upon the occurrence of an Event of Default, of its obligation to
        exercise the rights and powers vested in it by this Guarantee.

       

      (vii) The
        Guarantee Trustee shall not be bound to make any investigation into the facts
        or
        matters stated in any resolution, certificate, statement, instrument, opinion,
        report, notice, request, direction, consent, order, bond, debenture, note,
        other
        evidence of indebtedness or other paper or document, but the Guarantee Trustee,
        in its discretion, may make such further inquiry or investigation into such
        facts or matters as it may see fit.

       

      (viii) The
        Guarantee Trustee may execute any of the trusts or powers hereunder or perform
        any duties hereunder either directly or by or through agents, nominees,
        custodians or attorneys, and the Guarantee Trustee shall not be responsible
        for
        any misconduct or negligence on the part of any agent or attorney appointed
        with
        due care by it hereunder.

       

      (ix) Any
        action taken by the Guarantee Trustee or its agents hereunder shall bind
        the
        Holders of the Capital Securities, and the signature of the Guarantee Trustee
        or
        its agents alone shall be sufficient and effective to perform any such action.
        No third party shall be required to inquire as to the authority of the Guarantee
        Trustee to so act or as to its compliance with any of the terms and provisions
        of this Guarantee, both of which shall be conclusively evidenced by the
        Guarantee Trustee’s or its agent’s taking such action.

       

      (x) Whenever
        in the administration of this Guarantee the Guarantee Trustee shall deem
        it
        desirable to receive instructions with respect to enforcing any remedy or
        right
        or taking any other action hereunder, the Guarantee Trustee (i) may request
        instructions from the Holders of a Majority in liquidation amount of the
        Capital
        Securities, (ii) may refrain from enforcing such remedy or right or taking
        such other action until such instructions are received, and (iii) shall be
        protected in conclusively relying on or acting in accordance with such
        instructions.

       

      (xi) The
        Guarantee Trustee shall not be liable for any action taken, suffered, or
        omitted
        to be taken by it in good faith, without negligence, and reasonably believed
        by
        it to be authorized or within the discretion or rights or powers conferred
        upon
        it by this Guarantee.

       

      (b) No
        provision of this Guarantee shall be deemed to impose any duty or obligation
        on
        the Guarantee Trustee to perform any act or acts or exercise any right, power,
        duty or obligation conferred or imposed on it, in any jurisdiction in which
        it
        shall be illegal or in which the Guarantee Trustee shall be unqualified or
        incompetent in accordance with applicable law to perform any such act or
        acts or
        to exercise any such right, power, duty or obligation. No permissive power
        or
        authority available to the Guarantee Trustee shall be construed to be a
        duty.

       

      
        
          
          

        

        
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      Section
        2.3. Not
        Responsible for Recitals or Issuance of
        Guarantee.  The
        recitals contained in this Guarantee shall be taken as the statements of
        the
        Guarantor, and the Guarantee Trustee does not assume any responsibility for
        their correctness. The Guarantee Trustee makes no representation as to the
        validity or sufficiency of this Guarantee.

       

      Section
        2.4. Events
        of Default; Waiver.

       

      (a) An
        Event
        of Default under this Guarantee will occur upon the failure of the Guarantor
        to
        perform any of its payment or other obligations hereunder.

       

      (b) The
        Holders of a Majority in liquidation amount of the Capital Securities may,
        voting or consenting as a class, on behalf of the Holders of all of the Capital
        Securities, waive any past Event of Default and its consequences. Upon such
        waiver, any such Event of Default shall cease to exist, and shall be deemed
        to
        have been cured, for every purpose of this Guarantee, but no such waiver
        shall
        extend to any subsequent or other default or Event of Default or impair any
        right consequent thereon.

       

      Section
        2.5. Events
        of Default; Notice.

       

      (a) The
        Guarantee Trustee shall, within 90 days after the occurrence of an Event
        of
        Default, transmit by mail, first class postage prepaid, to the Holders of
        the
        Capital Securities and the Guarantor, notices of all Events of Default actually
        known to a Responsible Officer of the Guarantee Trustee, unless such defaults
        have been cured before the giving of such notice, provided,
        however,
        that
        the Guarantee Trustee shall be protected in withholding such notice if and
        so
        long as a Responsible Officer of the Guarantee Trustee in good faith determines
        that the withholding of such notice is in the interests of the Holders of
        the
        Capital Securities.

       

      (b) The
        Guarantee Trustee shall not be deemed to have knowledge of any Event of Default
        unless the Guarantee Trustee shall have received written notice from the
        Guarantor or a Holder of the Capital Securities (except in the case of a
        payment
        default), or a Responsible Officer of the Guarantee Trustee charged with
        the
        administration of this Guarantee shall have obtained actual knowledge
        thereof.

       

      ARTICLE
        III


       

      GUARANTEE
        TRUSTEE

       

      Section
        3.1. Guarantee
        Trustee; Eligibility.

       

      (a) There
        shall at all times be a Guarantee Trustee which shall:

       

      (i) not
        be an
        Affiliate of the Guarantor, and

       

      (ii) be
        a
        corporation organized and doing business under the laws of the United States
        of
        America or any State or Territory thereof or of the District of Columbia,
        or
        Person authorized under such laws to exercise corporate trust powers, having
        a
        combined capital and surplus of at least 50 million U.S. dollars
        ($50,000,000), and subject to supervision or examination by Federal, State,
        Territorial or District of Columbia authority. If such corporation publishes
        reports of condition at least annually, pursuant to law or to the requirements
        of the supervising or examining authority referred to above, then, for the
        purposes of this Section 3.1(a)(ii), the combined capital and surplus of
        such
        corporation shall be deemed to be its combined capital and surplus as set
        forth
        in its most recent report of condition so published.

       

      
        
          
          

        

        
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      (b) If
        at any
        time the Guarantee Trustee shall cease to be eligible to so act under
        Section 3.1(a), the Guarantee Trustee shall immediately resign in the
        manner and with the effect set out in Section 3.2(c).

       

      (c) If
        the
        Guarantee Trustee has or shall acquire any “conflicting interest” within the
        meaning of Section 310(b) of the Trust Indenture Act, the Guarantee Trustee
        shall either eliminate such interest or resign to the extent and in the manner
        provided by, and subject to this Guarantee.

       

      Section
        3.2. Appointment,
        Removal and Resignation of Guarantee Trustee.

       

      (a) Subject
        to Section 3.2(b), the Guarantee Trustee may be appointed or removed without
        cause at any time by the Guarantor except during an Event of
        Default.

       

      (b) The
        Guarantee Trustee shall not be removed in accordance with Section 3.2(a)
        until a
        Successor Guarantee Trustee has been appointed and has accepted such appointment
        by written instrument executed by such Successor Guarantee Trustee and delivered
        to the Guarantor.

       

      (c) The
        Guarantee Trustee appointed to office shall hold office until a Successor
        Guarantee Trustee shall have been appointed or until its removal or resignation.
        The Guarantee Trustee may resign from office (without need for prior or
        subsequent accounting) by an instrument in writing executed by the Guarantee
        Trustee and delivered to the Guarantor, which resignation shall not take
        effect
        until a Successor Guarantee Trustee has been appointed and has accepted such
        appointment by an instrument in writing executed by such Successor Guarantee
        Trustee and delivered to the Guarantor and the resigning Guarantee
        Trustee.

       

      (d) If
        no
        Successor Guarantee Trustee shall have been appointed and accepted appointment
        as provided in this Section 3.2 within 60 days after delivery of an
        instrument of removal or resignation, the Guarantee Trustee resigning or
        being
        removed may petition any court of competent jurisdiction for appointment
        of a
        Successor Guarantee Trustee. Such court may thereupon, after prescribing
        such
        notice, if any, as it may deem proper, appoint a Successor Guarantee
        Trustee.

       

      (e) No
        Guarantee Trustee shall be liable for the acts or omissions to act of any
        Successor Guarantee Trustee.

       

      (f) Upon
        termination of this Guarantee or removal or resignation of the Guarantee
        Trustee
        pursuant to this Section 3.2, the Guarantor shall pay to the Guarantee Trustee
        all amounts owing to the Guarantee Trustee under Sections 7.2 and 7.3
        accrued to the date of such termination, removal or resignation.

       

      
        
          
          

        

        
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      ARTICLE
        IV


       

      GUARANTEE

       

      Section
        4.1. Guarantee.

       

      (a) The
        Guarantor irrevocably and unconditionally agrees to pay in full to the Holders
        the Guarantee Payments (without duplication of amounts theretofore paid by
        the
        Issuer), as and when due, regardless of any defense (except the defense of
        payment by the Issuer), right of set-off or counterclaim that the Issuer
        may
        have or assert. The Guarantor’s obligation to make a Guarantee Payment may be
        satisfied by direct payment of the required amounts by the Guarantor to the
        Holders or by causing the Issuer to pay such amounts to the
        Holders.

       

      (b) The
        Guarantor hereby also agrees to assume any and all Obligations of the Issuer
        and
        in the event any such Obligation is not so assumed, subject to the terms
        and
        conditions hereof, the Guarantor hereby irrevocably and unconditionally
        guarantees to each Beneficiary the full payment, when and as due, of any
        and all
        Obligations to such Beneficiaries. This Guarantee is intended to be for the
        benefit of, and to be enforceable by, all such Beneficiaries, whether or
        not
        such Beneficiaries have received notice hereof.

       

      Section
        4.2. Waiver
        of Notice and Demand.  The
        Guarantor hereby waives notice of acceptance of this Guarantee and of any
        liability to which it applies or may apply, presentment, demand for payment,
        any
        right to require a proceeding first against the Issuer or any other Person
        before proceeding against the Guarantor, protest, notice of nonpayment, notice
        of dishonor, notice of redemption and all other notices and
        demands.

       

      Section
        4.3. Obligations
        Not Affected.  The
        obligations, covenants, agreements and duties of the Guarantor under this
        Guarantee shall in no way be affected or impaired by reason of the happening
        from time to time of any of the following:

       

      (a) the
        release or waiver, by operation of law or otherwise, of the performance or
        observance by the Issuer of any express or implied agreement, covenant, term
        or
        condition relating to the Capital Securities to be performed or observed
        by the
        Issuer;

       

      (b) the
        extension of time for the payment by the Issuer of all or any portion of
        the
        Distributions, Redemption Price, Special Redemption Price, Liquidation
        Distribution or any other sums payable under the terms of the Capital Securities
        or the extension of time for the performance of any other obligation under,
        arising out of or in connection with, the Capital Securities (other than
        an
        extension of time for payment of Distributions, Redemption Price, Special
        Redemption Price, Liquidation Distribution or other sum payable that results
        from the extension of any interest payment period on the Debentures or any
        extension of the maturity date of the Debentures permitted by the
        Indenture);

       

      (c) any
        failure, omission, delay or lack of diligence on the part of the Holders
        to
        enforce, assert or exercise any right, privilege, power or remedy conferred
        on
        the Holders pursuant to the terms of the Capital Securities, or any action
        on
        the part of the Issuer granting indulgence or extension of any
        kind;

       

      (d) the
        voluntary or involuntary liquidation, dissolution, sale of any collateral,
        receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
        reorganization, arrangement, composition or readjustment of debt of, or other
        similar proceedings affecting, the Issuer or any of the assets of the
        Issuer;

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      (e) any
        invalidity of, or defect or deficiency in, the Capital Securities;

       

      (f) the
        settlement or compromise of any obligation guaranteed hereby or hereby incurred;
        or

       

      (g) any
        other
        circumstance whatsoever that might otherwise constitute a legal or equitable
        discharge or defense of a guarantor, it being the intent of this
        Section 4.3 that the obligations of the Guarantor hereunder shall be
        absolute and unconditional under any and all circumstances.

       

      There
        shall be no obligation of the Holders to give notice to, or obtain consent
        of,
        the Guarantor with respect to the happening of any of the
        foregoing.

       

      Section
        4.4. Rights
        of Holders.

       

      (a) The
        Holders of a Majority in liquidation amount of the Capital Securities have
        the
        right to direct the time, method and place of conducting any proceeding for
        any
        remedy available to the Guarantee Trustee in respect of this Guarantee or
        to
        direct the exercise of any trust or power conferred upon the Guarantee Trustee
        under this Guarantee; provided,
        however,
        that
        (subject to Section 2.1) the Guarantee Trustee shall have the right to
        decline to follow any such direction if the Guarantee Trustee being advised
        by
        counsel determines that the action or proceeding so directed may not lawfully
        be
        taken or if the Guarantee Trustee in good faith by its board of directors
        or
        trustees, executive committees or a trust committee of directors or trustees
        and/or Responsible Officers shall determine that the action or proceedings
        so
        directed would involve the Guarantee Trustee in personal liability.

       

      (b) Any
        Holder of Capital Securities may institute a legal proceeding directly against
        the Guarantor to enforce the Guarantee Trustee’s rights under this Guarantee,
        without first instituting a legal proceeding against the Issuer, the Guarantee
        Trustee or any other Person. The Guarantor waives any right or remedy to
        require
        that any such action be brought first against the Issuer, the Guarantee Trustee
        or any other Person before so proceeding directly against the
        Guarantor.

       

      Section
        4.5. Guarantee
        of Payment.  This
        Guarantee creates a guarantee of payment and not of collection.

       

      Section
        4.6. Subrogation.  The
        Guarantor shall be subrogated to all (if any) rights of the Holders of Capital
        Securities against the Issuer in respect of any amounts paid to such Holders
        by
        the Guarantor under this Guarantee; provided,
        however,
        that
        the Guarantor shall not (except to the extent required by mandatory provisions
        of law) be entitled to enforce or exercise any right that it may acquire
        by way
        of subrogation or any indemnity, reimbursement or other agreement, in all
        cases
        as a result of payment under this Guarantee, if, after giving effect to any
        such
        payment, any amounts are due and unpaid under this Guarantee. If any amount
        shall be paid to the Guarantor in violation of the preceding sentence, the
        Guarantor agrees to hold such amount in trust for the Holders and to pay
        over
        such amount to the Holders.

       

      Section
        4.7. Independent
        Obligations.  The
        Guarantor acknowledges that its obligations hereunder are independent of
        the
        obligations of the Issuer with respect to the Capital Securities and that
        the
        Guarantor shall be liable as principal and as debtor hereunder to make Guarantee
        Payments pursuant to the terms of this Guarantee notwithstanding the occurrence
        of any event referred to in subsections (a) through (g), inclusive, of Section
        4.3 hereof.

       

      Section
        4.8. Enforcement
        by a Beneficiary.  A
        Beneficiary may enforce the obligations of the Guarantor contained in Section
        4.1(b) directly against the Guarantor and the Guarantor waives any right
        or
        remedy to require that any action be brought against the Issuer or any other
        person or entity before proceeding against the Guarantor. The Guarantor shall
        be
        subrogated to all rights (if any) of any Beneficiary against the Issuer in
        respect of any amounts paid to the Beneficiaries by the Guarantor under this
        Guarantee; provided,
        however,
        that
        the Guarantor shall not (except to the extent required by mandatory provisions
        of law) be entitled to enforce or exercise any rights that it may acquire
        by way
        of subrogation or any indemnity, reimbursement or other agreement, in all
        cases
        as a result of payment under this Guarantee, if at the time of any such payment,
        and after giving effect to such payment, any amounts are due and unpaid under
        this Guarantee.

       

      
        
          
          

        

        
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      ARTICLE
        V


       

      LIMITATION
        OF TRANSACTIONS; SUBORDINATION

       

      Section
        5.1. Limitation
        of Transactions.  So
        long
        as any Capital Securities remain outstanding, if (a) there shall have
        occurred and be continuing an Event of Default or a Declaration Event of
        Default
        or (b) the Guarantor shall have selected an Extension Period as provided in
        the Declaration and such period, or any extension thereof, shall have commenced
        and be continuing, then the Guarantor shall not and shall not permit any
        Affiliate to (x) declare or pay any dividends or distributions on, or
        redeem, purchase, acquire, or make a liquidation payment with respect to,
        any of
        the Guarantor’s or such Affiliate’s capital stock (other than payments of
        dividends or distributions to the Guarantor or payments of dividends from
        direct
        or indirect subsidiaries of the Guarantor to their parent corporations, which
        also shall be direct or indirect subsidiaries of the Guarantor) or make any
        guarantee payments with respect to the foregoing or (y) make any payment of
        principal of or interest or premium, if any, on or repay, repurchase or redeem
        any debt securities of the Guarantor or any Affiliate that rank pari
        passu in
        all
        respects with or junior in interest to the Debentures (other than, with respect
        to clauses (x) and (y) above, (i) repurchases, redemptions or other
        acquisitions of shares of capital stock of the Guarantor in connection with
        any
        employment contract, benefit plan or other similar arrangement with or for
        the
        benefit of one or more employees, officers, directors or consultants, in
        connection with a dividend reinvestment or stockholder stock purchase plan
        or in
        connection with the issuance of capital stock of the Guarantor (or securities
        convertible into or exercisable for such capital stock) as consideration
        in an
        acquisition transaction entered into prior to the occurrence of the Event
        of
        Default, Declaration Event of Default or Extension Period, as applicable,
        (ii) as a result of any exchange or conversion of any class or series of
        the Guarantor’s capital stock (or any capital stock of a subsidiary of the
        Guarantor) for any class or series of the Guarantor’s capital stock or of any
        class or series of the Guarantor’s indebtedness for any class or series of the
        Guarantor’s capital stock, (iii) the purchase of fractional interests in
        shares of the Guarantor’s capital stock pursuant to the conversion or exchange
        provisions of such capital stock or the security being converted or exchanged,
        (iv) any declaration of a dividend in connection with any stockholders’
rights plan, or the issuance of rights, stock or other property under any
        stockholders’ rights plan, or the redemption or repurchase of rights pursuant
        thereto, (v) any dividend in the form of stock, warrants, options or other
        rights where the dividend stock or the stock issuable upon exercise of such
        warrants, options or other rights is the same stock as that on which the
        dividend is being paid or ranks pari
        passu
        with or
        junior to such stock and any cash payments in lieu of fractional shares issued
        in connection therewith, (vi) payments of principal or interest on debt
        securities or payments of cash dividends or distributions on any capital
        stock
        issued by an Affiliate that is not, in whole or in part, a subsidiary of
        the
        Guarantor (or any redemptions, repurchases or liquidation payments on such
        stock
        or securities), or (vii) payments under this Guarantee).

       

      Section
        5.2. Ranking.  This
        Guarantee will constitute an unsecured obligation of the Guarantor and will
        rank
        subordinate and junior in right of payment to all present and future Senior
        Indebtedness (as defined in the Indenture) of the Guarantor. By their acceptance
        thereof, each Holder of Capital Securities agrees to the foregoing provisions
        of
        this Guarantee and the other terms set forth herein.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      The
        right
        of the Guarantor to participate in any distribution of assets of any of its
        subsidiaries upon any such subsidiary’s liquidation or reorganization or
        otherwise is subject to the prior claims of creditors of that subsidiary,
        except
        to the extent the Guarantor may itself be recognized as a creditor of that
        subsidiary. Accordingly, the Guarantor’s obligations under this Guarantee will
        be effectively subordinated to all existing and future liabilities of the
        Guarantor’s subsidiaries, and claimants should look only to the assets of the
        Guarantor for payments hereunder. This Guarantee does not limit the incurrence
        or issuance of other secured or unsecured debt of the Guarantor, including
        Senior Indebtedness of the Guarantor, under any indenture that the Guarantor
        may
        enter into in the future or otherwise.

       

      ARTICLE
        VI


       

      TERMINATION

       

      Section
        6.1. Termination.  This
        Guarantee shall terminate as to the Capital Securities (i) upon full
        payment of the Redemption Price or Special Redemption Price of all Capital
        Securities then outstanding, (ii) upon the distribution of all of the
        Debentures to the Holders of all of the Capital Securities or (iii) upon
        full payment of the amounts payable in accordance with the Declaration upon
        dissolution of the Issuer. This Guarantee will continue to be effective or
        will
        be reinstated, as the case may be, if at any time any Holder of Capital
        Securities must restore payment of any sums paid under the Capital Securities
        or
        under this Guarantee.

       

      ARTICLE
        VII


       

      INDEMNIFICATION

       

      Section
        7.1. Exculpation.

       

      (a) No
        Indemnified Person shall be liable, responsible or accountable in damages
        or
        otherwise to the Guarantor or any Covered Person for any loss, damage or
        claim
        incurred by reason of any act or omission performed or omitted by such
        Indemnified Person in good faith in accordance with this Guarantee and in
        a
        manner that such Indemnified Person reasonably believed to be within the
        scope
        of the authority conferred on such Indemnified Person by this Guarantee or
        by
        law, except that an Indemnified Person shall be liable for any such loss,
        damage
        or claim incurred by reason of such Indemnified Person’s negligence or willful
        misconduct with respect to such acts or omissions.

       

      (b) An
        Indemnified Person shall be fully protected in relying in good faith upon
        the
        records of the Issuer or the Guarantor and upon such information, opinions,
        reports or statements presented to the Issuer or the Guarantor by any Person
        as
        to matters the Indemnified Person reasonably believes are within such other
        Person’s professional or expert competence and who, if selected by such
        Indemnified Person, has been selected with reasonable care by such Indemnified
        Person, including information, opinions, reports or statements as to the
        value
        and amount of the assets, liabilities, profits, losses, or any other facts
        pertinent to the existence and amount of assets from which Distributions
        to
        Holders of Capital Securities might properly be paid.

       

      Section
        7.2. Indemnification.

       

      (a) The
        Guarantor agrees to indemnify each Indemnified Person for, and to hold each
        Indemnified Person harmless against, any and all loss, liability, damage,
        claim
        or expense incurred without negligence or willful misconduct on the part
        of the
        Indemnified Person, arising out of or in connection with the acceptance or
        administration of the trust or trusts hereunder, including, but not limited
        to,
        the costs and expenses (including reasonable legal fees and expenses) of
        the
        Indemnified Person defending itself against, or investigating, any claim
        or
        liability in connection with the exercise or performance of any of the
        Indemnified Person’s powers or duties hereunder. The obligation to indemnify as
        set forth in this Section 7.2 shall survive the resignation or removal of
        the Guarantee Trustee and the termination of this Guarantee.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      (b) Promptly
        after receipt by an Indemnified Person under this Section 7.2 of notice of
        the commencement of any action, such Indemnified Person will, if a claim
        in
        respect thereof is to be made against the Guarantor under this Section 7.2,
        notify the Guarantor in writing of the commencement thereof; but the failure
        so
        to notify the Guarantor (i) will not relieve the Guarantor from liability
        under paragraph (a) above unless and to the extent that the Guarantor did
        not otherwise learn of such action and such failure results in the forfeiture
        by
        the Guarantor of substantial rights and defenses and (ii) will not, in any
        event, relieve the Guarantor from any obligations to any Indemnified Person
        other than the indemnification obligation provided in paragraph (a) above.
        The Guarantor shall be entitled to appoint counsel of the Guarantor’s choice at
        the Guarantor’s expense to represent the Indemnified Person in any action for
        which indemnification is sought (in which case the Guarantor shall not
        thereafter be responsible for the fees and expenses of any separate counsel
        retained by the Indemnified Person or Persons except as set forth below);
        provided,
        however,
        that
        such counsel shall be reasonably satisfactory to the Indemnified Person.
        Notwithstanding the Guarantor’s election to appoint counsel to represent the
        Guarantor in an action, the Indemnified Person shall have the right to employ
        separate counsel (including local counsel), and the Guarantor shall bear
        the
        reasonable fees, costs and expenses of such separate counsel if (i) the use
        of counsel chosen by the Guarantor to represent the Indemnified Person would
        present such counsel with a conflict of interest, (ii) the actual or
        potential defendants in, or targets of, any such action include both the
        Indemnified Person and the Guarantor and the Indemnified Person shall have
        reasonably concluded that there may be legal defenses available to it and/or
        other Indemnified Person(s) which are different from or additional to those
        available to the Guarantor, (iii) the Guarantor shall not have employed
        counsel satisfactory to the Indemnified Person to represent the Indemnified
        Person within a reasonable time after notice of the institution of such action
        or (iv) the Guarantor shall authorize the Indemnified Person to employ
        separate counsel at the expense of the Guarantor. The Guarantor will not,
        without the prior written consent of the Indemnified Persons, settle or
        compromise or consent to the entry of any judgment with respect to any pending
        or threatened claim, action, suit or proceeding in respect of which
        indemnification or contribution may be sought hereunder (whether or not the
        Indemnified Persons are actual or potential parties to such claim or action)
        unless such settlement, compromise or consent includes an unconditional release
        of each Indemnified Person from all liability arising out of such claim,
        action,
        suit or proceeding.

       

      Section
        7.3. Compensation;
        Reimbursement of Expenses.  The
        Guarantor agrees:

       

      (a) to
        pay to
        the Guarantee Trustee from time to time such compensation for all services
        rendered by it hereunder as the parties shall agree to from time to time
        (which
        compensation shall not be limited by any provision of law in regard to the
        compensation of a trustee of an express trust); and

       

      (b) except
        as
        otherwise expressly provided herein, to reimburse the Guarantee Trustee upon
        request for all reasonable expenses, disbursements and advances incurred
        or made
        by it in accordance with any provision of this Guarantee (including the
        reasonable compensation and the expenses and disbursements of its agents
        and
        counsel), except any such expense, disbursement or advance as may be
        attributable to its negligence or willful misconduct.

       

      For
        purposes of clarification, this Section 7.3 does not contemplate the
        payment by the Guarantor of acceptance or annual administration fees owing
        to
        the Guarantee Trustee for services to be provided by the Guarantee Trustee
        under
        this Guarantee or the fees and expenses of the Guarantee Trustee’s counsel in
        connection with the closing of the transactions contemplated by this Guarantee.
        The provisions of this Section 7.3 shall survive the resignation or removal
        of the Guarantee Trustee and the termination of this Guarantee.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        VIII


       

      MISCELLANEOUS

       

      Section
        8.1. Successors
        and Assigns.  All
        guarantees and agreements contained in this Guarantee shall bind the successors,
        assigns, receivers, trustees and representatives of the Guarantor and shall
        inure to the benefit of the Holders of the Capital Securities then outstanding.
        Except in connection with any merger or consolidation of the Guarantor with
        or
        into another entity or any sale, transfer or lease of the Guarantor’s assets to
        another entity, in each case, to the extent permitted under the Indenture,
        the
        Guarantor may not assign its rights or delegate its obligations under this
        Guarantee without the prior approval of the Holders of at least a Majority
        in
        liquidation amount of the Capital Securities.

       

      Section
        8.2. Amendments.  Except
        with respect to any changes that do not adversely affect the rights of Holders
        of the Capital Securities in any material respect (in which case no consent
        of
        Holders will be required), this Guarantee may be amended only with the prior
        approval of the Holders of not less than a Majority in liquidation amount
        of the
        Capital Securities. The provisions of the Declaration with respect to amendments
        thereof apply to the giving of such approval.

       

      Section
        8.3. Notices.  All
        notices provided for in this Guarantee shall be in writing, duly signed by
        the
        party giving such notice, and shall be delivered, telecopied or mailed by
        first
        class mail, as follows:

       

      (a) If
        given
        to the Guarantee Trustee, at the Guarantee Trustee’s mailing address set forth
        below (or such other address as the Guarantee Trustee may give notice of
        to the
        Holders of the Capital Securities and the Guarantor):

       

      U.S.
        Bank
        National Association

      225
        Asylum Street, Goodwin Square

      Hartford,
        Connecticut 06103

      Attention:
        Corporate Trust Services Division

      Telecopy:
        860-241-6889

       

      With
        a
        copy to:

       

      U.S.
        Bank
        National Association

      1
        Federal
        Street - 3rd Floor

      Boston,
        Massachusetts 02110

      Attention:
        Paul D. Allen, Corporate Trust Services Division

      Telecopy:
        617-603-6665

       

      (b) If
        given
        to the Guarantor, at the Guarantor’s mailing address set forth below (or such
        other address as the Guarantor may give notice of to the Holders of the Capital
        Securities and to the Guarantee Trustee):

       

      Wilshire
        Bancorp, Inc.

      3200
        Wilshire Boulevard

      Los
        Angeles, California 90010

      Attention:
        Brian E. Cho

      Telecopy:
        213-427-6584

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      (c) If
        given
        to any Holder of the Capital Securities, at the address set forth on the
        books
        and records of the Issuer.

       

      All
        such
        notices shall be deemed to have been given when received in person, telecopied
        with receipt confirmed, or mailed by first class mail, postage prepaid, except
        that if a notice or other document is refused delivery or cannot be delivered
        because of a changed address of which no notice was given, such notice or
        other
        document shall be deemed to have been delivered on the date of such refusal
        or
        inability to deliver.

       

      Section
        8.4. Benefit.  This
        Guarantee is solely for the benefit of the Beneficiaries and, subject to
        Section
        2.1(a), is not separately transferable from the Capital Securities.

       

      Section
        8.5. Governing
        Law.  THIS
        GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
        WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS
        PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL
        OBLIGATIONS LAW).

       

      Section
        8.6. Counterparts.  This
        Guarantee may be executed in one or more counterparts, each of which shall
        be an
        original, but all of which taken together shall constitute one and the same
        instrument.

       

      Section
        8.7 Separability.  In
        case
        one or more of the provisions contained in this Guarantee shall for any reason
        be held to be invalid, illegal or unenforceable in any respect, such invalidity,
        illegality or unenforceability shall not affect any other provisions of this
        Guarantee, but this Guarantee shall be construed as if such invalid or illegal
        or unenforceable provision had never been contained herein.


       

      Signatures
        appear on the following page

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


      THIS
        GUARANTEE is executed as of the day and year first above written.

      
        	 	 	 
	 	WILSHIRE BANCORP, INC.,
                as Guarantor
	 
 	 
 	 
 
	
              	By:  	
              
	 	
                
Name:
	 	Title:


      

      


      
        	 	 	 
	 	
                U.S. BANK NATIONAL ASSOCIATION, as 

                Guarantee Trustee

              
	 
 	 
 	 
 
	
              	By:  	
              
	 	
                
Name:
	 	Title:


      

      
 

      
        
          
          

        

        
          16